Carvana (CVNA) VP Stephen Palmer sells 1,000 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Carvana Co. Vice President of Accounting Stephen R. Palmer reported two Class A Common Stock transactions. On February 1, 2026, 552 shares were withheld at $401.11 per share to cover taxes upon vesting of restricted stock units, leaving 38,192 shares held directly.

On February 2, 2026, Palmer sold 1,000 shares at a price of $393.04 per share in an open-market transaction under a pre-established Rule 10b5-1 trading plan adopted on May 28, 2025. After this sale, he directly owned 37,192 shares of Carvana Class A Common Stock.

Insider Trade Summary

Net Seller: 1,000 shares ($393,040)

Net Sell 2 txns

Insider Palmer Stephen R

Role Vice President of Accounting

Sold 1,000 shs ($393K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,000	$393.04	$393K
Tax Withholding	Class A Common Stock	552	$401.11	$221K

Holdings After Transaction: Class A Common Stock — 37,192 shares (Direct)

Footnotes (1)

Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025 (the "10b5-1 Plan").

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Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 05:45 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Palmer Stephen R

(Last)

(First)

(Middle)

C/O CARVANA CO.

300 E. RIO SALADO PKWY

(Street)

TEMPE

85281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Accounting

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/01/2026		F		552⁽¹⁾	D	$401.11	38,192	D
Class A Common Stock	02/02/2026		S		1,000⁽²⁾	D	$393.04	37,192	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards.

2. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025 (the "10b5-1 Plan").

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Stephen R. Palmer	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Carvana (CVNA) disclose for Stephen R. Palmer?

Carvana reported two transactions by Vice President of Accounting Stephen R. Palmer. 552 shares were withheld for taxes on restricted stock vesting, and 1,000 Class A shares were sold in a market transaction under a Rule 10b5-1 trading plan.

How many Carvana (CVNA) shares did Stephen R. Palmer sell and at what price?

Stephen R. Palmer sold 1,000 shares of Carvana Class A Common Stock. The sale occurred on February 2, 2026, at a reported price of $393.04 per share under a pre-arranged Rule 10b5-1 trading plan.

Why were 552 Carvana (CVNA) shares withheld from Stephen R. Palmer?

The 552 Carvana shares were withheld to cover taxes when Palmer’s restricted stock units vested. The filing explains these shares represent the total withheld for taxes under various RSU awards, at a reported price of $401.11 per share.

How many Carvana (CVNA) shares does Stephen R. Palmer own after these transactions?

After the reported transactions, Stephen R. Palmer directly owns 37,192 shares of Carvana Class A Common Stock. This reflects the tax withholding on restricted stock vesting and the subsequent open-market sale of 1,000 shares.

Was Stephen R. Palmer’s Carvana (CVNA) stock sale under a Rule 10b5-1 plan?

Yes. The filing states the reported sales were executed pursuant to a Rule 10b5-1 trading plan. This plan was adopted by Stephen R. Palmer on May 28, 2025, to pre-arrange the sale of shares.

What is Stephen R. Palmer’s role at Carvana (CVNA) according to the filing?

Stephen R. Palmer is identified as an officer of Carvana, serving as Vice President of Accounting. He is not listed as a director or 10% owner, but reports these transactions as a company officer under Section 16 requirements.